UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report: August 13, 2010
(Date of earliest event reported)
Sterling Financial Corporation
(Exact name of Registrant as Specified in its Charter)
Washington 001-34696 91-1572822
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification Number)
of incorporation
or organization)
111 North Wall Street, Spokane, Washington 99201
(Address of Principal Executive Offices and Zip Code)
(509) 458-3711
(Registrant's Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On August 13, 2010, Sterling Financial Corporation ("Sterling") caused a
letter to be mailed to its shareholders describing Sterling's pending
recapitalization transactions and disclosing the fact that, although the
recapitalization transactions would generally require shareholder approval under
the NASDAQ Listing Rules, Sterling sought and obtained approval from NASDAQ for
an exception from these requirements under NASDAQ Listing Rule 5635(f) due to
the fact that the delay in securing shareholder approval would seriously
jeopardize the financial viability of Sterling. NASDAQ has also granted an
exception to Sterling from the voting rights requirements of Listing Rule 5640
and IM-5640 with respect to the recapitalization transactions. Sterling's Audit
Committee expressly approved reliance upon the exceptions described in this
paragraph. A copy of the Letter to Shareholders regarding the recapitalization
transactions and NASDAQ Rule 5635(f) is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is being furnished herewith:
Exhibit No. Exhibit Description
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99.1 Letter to Shareholders dated August 13, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STERLING FINANCIAL CORPORATION
Date: August 13, 2010 By: /s/ Daniel G. Byrne
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Name: Daniel G. Byrne
Title: Executive Vice President,
Assistant Secretary and
Principal Financial Officer